Terms and Conditions

Terms and Conditions

These Terms and Conditions

These terms and conditions (the 'Agreement') shall apply to the sale of any products or services by Future Systems (Aust.) Pty Ltd ("Future Systems"), A.B.N 79 082 123 126, to the customer to the exclusion of all other terms and conditions. This agreement shall apply to the product or service and any additional product or service purchased by you ("The Customer") and incorporated hereunder. Any amendments made prior to the conclusion of the purchase must be provided to the customer in writing and signed by both parties. -------------------------------------------------------

1.Catalogue/Credit Offers, Quotations and Agreement

The customer acknowledges and agrees:

That the approval of a credit limit by Future Systems following a request for a credit facility received from the customer in the form specified by Future Systems constitutes an offer by Future Systems to sell the products or services on the terms and conditions set out in these standard terms and conditions at the standard prices for the products set by Future Systems which are current on the date the customer submits an order to Future Systems, as notified by Future Systems to the customer (Subject to clause XX below), and:

By submitting an Order in response to a credit offer, the Customer warrants and represents that:

It has been provided with Future Systems current price list and that it has reviewed this list prior to submitting an order, or;

Has been provided with a Quotation from a recognised Future Systems representative, and:

Has read and understood these standard terms and conditions prior to submitting the order, and agrees to be bound by them in full.

In addition to a credit offer, Future Systems may, at its discretion and following a request from the Customer, make an offer to The Customer for the sale of products or services by the issue of a Quotation. Unless stated otherwise the issue of all quotations by Future Systems are valid for 30 days from the date of issue (Acceptant Period). The Customer must accept the quotation by submitting an order to Future Systems within the Acceptance Period. Any quotation not accepted by The Customer during the Acceptance Period will lapse.

A contract between Future Systems and The Customer for the supply by Future Systems and the purchase by the Customer, of the Products will be established:

In cases where a Quotation is issued by Future Systems, on the date The Customer accepts the Quotation by submitting a valid Order with Future Systems in the Acceptance Period, and:

In all other cases, on the date that the Customer submits a valid order with Future Systems, in response to a Catalogue/Credit Offer.

1.5. Future Systems will determine in its sole discretion whether an Order Form has been validly completed by the Customer.

These Standard Terms and Conditions;

The Quotation issued by Future Systems, if any;

1.5.3. the Product details listed in the Order, and; 1.5.4. The invoice issued by Future Systems to the Customer, to the exclusion of any other terms and conditions (including but not limited to any variations to either these Standard Terms and Conditions or the terms of the Quotation or the Catalogue/Credit Offer (as applicable) purported to be made by The Customer in the Order) and apart from any terms, conditions or guarantees implied or provided for by applicable law which cannot lawfully be excluded.

In the event of an inconsistency between any of the documents listed in clause 1.5 above, the terms of these Standard Terms and Conditions will prevail to the extent of the inconsistency, with the terms of the Quotation (if any) prevailing thereafter. To the extent of any inconsistency between the document in clause 1.5.3 and 1.5.4 above, the document described in clause 1.5.4 will prevail.

Neither this Agreement nor any Order that has been submitted can be cancelled by The Customer except with the prior written consent of Future Systems. Future Systems can cancel and terminate any Order or this Agreement in its sole discretion, without penalty, if it considers that an Order Form has not been validly completed and/or submitted by The Customer.

2.Prices

Prices specified by Future Systems for the Products in a Quotation or any current Product Price list issued by Future Systems, as applicable, are based upon the prevailing currency exchange rates generated by the Future Systems accounting system. Subject to Future Systems deciding in its sole discretion that it would be fair and reasonable in the circumstances to do so, Future Systems may pass on any variation in currency exchange rates to The Customer in any invoice issued in accordance with clause.

If a Quotation has been issued by Future Systems, The Customer acknowledges that it has been prepared by Future Systems on the basis of, and in reliance upon, the information provided by The Customer, and further acknowledges that the provision of incomplete or misleading information by The Customer, unforeseen circumstances, misinterpretations, variations and similar events may result in charges additional to those set out in the Quotation being payable by The Customer for the Products. The Customer agrees to pay any such additional amounts to Future Systems, in full.

The Customer is solely responsible for payment of all freight, insurance, delivery costs, Taxes and other charges levied or payable in respect of the products and services, unless otherwise agreed by the parties in writing.

Future Systems will invoice The Customer for the Order Value of the Order at any time following receipt of the Order.

Unless otherwise stated in the Quotation the due date for payment by The Customer to Future Systems for the Order (Due Date) is as follows:

30 days from the date on which the invoice was issued, if the following conditions are satisfied at the time that the Order was submitted to Future Systems, (i) The Customer has a pre-approved credit facility with Future Systems and (ii) the Order Value, combined with any outstanding payments due to Future Systems by The Customer at the time of the Order, fall within The Customer’s approved Credit Limit; and

In all other cases, payment is immediately due at the time that The Customer places the Order with Future Systems, and prior to the shipment, delivery or collection of the product by The Customer.

If The Customer fails to make any payment by the Due Date, then, without prejudice to any other right or remedy available to Future Systems, Future Systems may, in its sole discretion elect to:

Suspend any further deliveries to The Customer arising from the Order;

Cancel the Order for Products not yet supplied to The Customer in whole or in part by Future Systems;

Withdraw any Credit Limits or credit facilities previously approved and extended to The Customer.

4.Delivery

Unless otherwise stated Future Systems will deliver the products to The Customer in the manner (i) specified in the Order or (ii) if a Quotation has been issued, in the manner specified in the Quotation, regardless of what is stated in the Order submitted by The Customer.

Future Systems will use its reasonable endeavours to deliver the products described in the Order on the delivery date requested by The Customer.

Risk of damage to or destruction or loss of the products will pass to The Customer at the time of delivery to The Customer or its nominated carrier, as appropriate.

Notwithstanding delivery and the passing of risk in the products, the parties acknowledge and agree that the title to, and property and ownership of, the products supplied under this Agreement will not pass to The Customer until Future Systems has received, in cleared funds, payment in full for the products and any other sums which are or may become due to Future Systems under this Agreement or any other agreement or arrangement between the parties.

Until such time as full title, property and ownership of the products passes to The Customer in accordance with clause, and while the products remain in The Customer’s full control and possession:

The Customer must hold the products as Future Systems fiduciary agent and bailee;

The Customer must keep the Products properly stored, protected and insured;

Future Systems may at any time after payment is overdue require The Customer to deliver up the products to Future Systems, and;

The Customer must not pledge or in any way charge by way of security for any indebtedness, any of the products which remain the property of Future Systems. If The Customer does pledge or in any way charge by way of security for any indebtedness any of the products for which property and ownership has not passed to The Customer, all moneys owing by The Customer to Future Systems will (without prejudice to any other right or remedy of Future Systems) immediately become due and payable to Future Systems.

5.The Customer's Obligations

Future Systems and The Customer agree that The Customer:

is solely responsible for consideration and validation of Product designs and Product functionality, to confirm suitability for particular applications, as desired by The Customer;

Must advise Future Systems of all statutory, regulatory and other official standards and/or requirements which the Product must comply with, at the time of submitting the Order to Future Systems and immediately upon becoming aware of these at any other time; and;

Must provide Future Systems with any other information which Future Systems may request in respect of the intended application/use of the Products.

6.Warranty

Future Systems agrees to provide the Australian Product Warranty in respect of the products.

The International Product Warranty will not apply in the event of termination of this Agreement by Future Systems pursuant to clauses.

7.Exclusion and Limitations of Liability

The Customer acknowledges and agrees that notwithstanding clause 4.2, any delivery dates quoted by Future Systems for delivery of the Products are approximate only, and will not be binding upon Future Systems.

7.2. Future Systems does not exclude or limit the application of any provision of any applicable statute, legislation or other regulation (including the Competition and Consumer Act 2010 (Cth) and its Schedules and Regulations) where to do so would contravene that statute, legislation or regulation or cause any part of this clause to be void and nothing in this Agreement is to be interpreted as doing so.

Subject always to clause 7.2, to the extent permitted by law Future Systems excludes from this Agreement:

all conditions, warranties, guarantees and terms implied by statute, general law, international convention or custom, except any implied term, condition, guarantee or warranty the exclusion of which would contravene any statute or cause this clause to be void (Non-excludable Condition);

all liability to The Customer for consequential or indirect damages arising out of or in connection with this Agreement including without limitation, loss of profits and damage suffered as a result of claims by any third person, such as a customer of The Customer; and

all liability to The Customer in negligence for acts or omissions of Future Systems, its employees, agents and contractors arising out of or in connection with this Agreement.

To the extent permitted by law, Future Systems will not be responsible for any consequences of any modification to the Products (whether or not authorised) or for any loss, damage or claim arising from such actions. The Customer agrees to indemnify, defend and hold harmless Future Systems against any and all claims, demands, suits, causes of action, damages and legal fees (on a solicitor-own client basis) or expenses or costs whatsoever arising, directly or indirectly, from any modification of the Products, and unconditionally frees, releases and discharges Future Systems and its officers, agents, contractors and employees from any claim or cause of action arising in connection with such matters, to the fullest extent permitted by applicable law.

To the extent permitted by law, Future System’s liability to The Customer for breach of any Non-excludable Condition which is applicable (and other than one implied by sections 51, 52 or 53 of Schedule 2 of the Competition and Consumer Act 2010 (Cth)) is limited to any one of, at Future System’s option, repairing or replacing the Products in respect of which the breach occurred, supplying equivalent products, payment of the cost of replacing the Products or acquiring equivalent products, or payment of the cost of having the Products repaired.

Notwithstanding anything to the contrary in this Agreement, and to the extent permitted by law, Future Systems maximum liability to The Customer for any cause of action or claim in connection with the Products or this Agreement shall be limited to a total aggregate amount equal to the Order Value of the Order in connection with which the cause of action or claim arose.

8.Intellectual Property

The Customer expressly acknowledges and agrees that Future Systems is the sole proprietor and owner of all existing and future Intellectual Property Rights associated with the Products (including all modifications and improvements), and that this Agreement does not grant or transfer to it any rights to the Intellectual Property Rights associated with the Products.

The Customer must not copy, reverse engineer, improve, enhance, develop, refine, modify or otherwise alter any aspect of the Products or any Intellectual Property Rights associated with the Products, or permit or assist a third party to undertake any of these actions.

Notwithstanding anything to the contrary in this Agreement, The Customer acknowledges and agrees that Future Systems will own all rights in any improvements, enhancements developments, modifications or refinements to the Products or associated Intellectual Property Rights developed or created by The Customer, and The Customer will have no claim to such materials. The Customer agrees that it will execute, procure and deliver to Future Systems all assignments required to give effect to this clause, and hereby waives any and all rights to any such improvements, developments, enhancements modifications or refinements.

9.Confidentiality

All Parties;

May use Confidential Information of the other party solely for the purposes of this Agreement;

Must keep confidential all Confidential Information of the other party, and;

may disclose Confidential Information of the other party only to (i) employees and contractors who (A) are aware and agree that the Confidential Information of the other party must be kept confidential and (B) either have a need to know (and only to the extent that each has a need to know), or have been specifically approved by the other party, or (ii) as required by law.

Each party must notify the other party immediately once it becomes aware of any breach of confidentiality and must take all reasonable steps necessary to prevent further unauthorised use or disclosure of the Confidential Information.

Future Systems will not provide Confidential Information to a third party for resale or marketing purposes.

10.Taxes and Government Charges

The amounts payable by The Customer to Future Systems for, or in connection with this Agreement do not include any amounts on account of Taxes and Duties. The Customer shall be solely liable for and shall pay, when due and payable, all Taxes and Duties which may be imposed in relation to the Products, or which is assessed or chargeable in respect of this Agreement and any associated documents or transactions.

The Customer agrees to indemnify Future Systems in respect of any liability for Taxes and Duties, and shall pay any Taxes and Duties notified to it by Future Systems immediately upon request. The Customer must provide Future Systems with all necessary tax invoices, receipts and other documentation as required by Future Systems in accordance with applicable laws, legislation and regulations.

In the case of GST payable in Australia, if applicable, The Customer must pay to Future Systems an additional amount on account of GST equal to the amounts payable by The Customer for the Supply multiplied by the prevailing GST rate. Notwithstanding anything to the contrary in this clause, The Customer is not required to pay any additional GST amount until such time as The Customer has been provided with a tax invoice by Future Systems, which is in an approved form for GST purposes.

The additional amounts due to Future Systems on account of Taxes and Duties are payable at the same time and in the same manner as the price and any other amounts payable by The Customer are required to be paid to Future Systems under this Agreement.

Government Approvals

Future Systems agrees, at its cost, to use its reasonable endeavours to obtain all necessary export licences, clearances and other consents and approvals from Government Agencies which are necessary for the sale and supply/export of the Products to The Customer. The Customer agrees to complete and provide to Future Systems any documentation required by Future Systems to obtain any required approvals and consents.

The parties agree that Future System's obligations under this Agreement are conditional upon Future Systems being issued all necessary export licences, clearances and other consents and approvals by the relevant Government Agencies. In the event that Future Systems is unable to secure all necessary licences, clearances, permits, approvals and other necessary consents from appropriate Government Agencies, Future Systems shall be entitled to immediately terminate this Agreement by written notice, and Future Systems shall not be required to supply the Products to The Customer. In no circumstances shall Future Systems be liable to The Customer or any other person for any loss or damage (including without limitation indirect or consequential loss or loss of profits) arising in connection with Future System's failure to obtain any necessary documentation from Government Agencies required for the sale and supply/export of the Products to The Customer, or the termination of this Agreement pursuant to this clause, and The Customer unconditionally frees, releases and discharges Future Systems and its officers, agents, contractors and employees from any claim or cause of action arising in connection with Future System's failure to obtain any export licence, clearances and other necessary consents and approvals from appropriate Government Agencies.

11.3. The Purchaser is solely responsible, at its sole cost and expense, for ensuring that the Products meet the requirements of any country into which they are imported, and must obtain and maintain any necessary import licences and permits, and all other clearances and consents from Government Agencies required for the acquisition and use of the Products by The Customer (including but not limited to customs approvals and clearances). Future Systems shall supply The Customer will any documents reasonably requested by The Customer for the purposes of complying with its obligations under this clause. 11.4. Future Systems may at any time require that The Customer supply it with copies of licences, permits, clearances and approvals issued by Government Agencies and obtained by The Customer as required by clause 11.3, and The Customer agrees to immediately comply with any such request. If at any time Future Systems becomes aware that The Customer has failed to comply with its obligations under clause 11.3, it may immediately terminate this Agreement by written notice, and all outstanding amounts shall become immediately due and payable by The Customer. The Customer agrees to indemnify, defend and hold harmless Future Systems against any and all claims, demands, suits, causes of action, damages and legal fees (on a solicitor-own client basis) or expenses or costs whatsoever arising, directly or indirectly, from any failure by The Customer to comply with its obligations under clauses 11.3 or 11.4.12.Anti-Bribery and Anti-Corruption Requirements

The Customer must comply with the following:

The Customer must comply fully at all times with all applicable laws and regulations, including but not limited to applicable anti-corruption laws of the territory in which The Customer conducts business with Future Systems.

The Customer must not, in connection with the performance of this Agreement, directly or indirectly promise, authorise, ratify, offer to make or make, or take any action, in furtherance of any Payment of Anything of Value to any individual, or to an intermediary for payment to any individual, including a Government Official, for the purpose of influencing or inducing or as a reward for any act, omission or decision to secure an improper advantage or to improperly assist The Customer or Future Systems in obtaining or retaining business.

The Customer must not, in connection with the performance of this Agreement, directly or indirectly promise, authorise, ratify or offer to make or make any Facilitating Payment to any individual, or to an intermediary for payment to any individual, including a Government Official.

The Customer represents and warrants that except as disclosed in writing:

it does not have any interest which directly or indirectly conflicts with its proper and ethical performance of this Agreement, and;

it will maintain arm's length relations with all third parties (including Government Officials) with which it deals for or on behalf of Future Systems or in the performance of this Agreement.

The Customer agrees that Future Systems may make full disclosure of information relating to a possible violation of the terms of this clause 12 at any time and for any reason to any competent government bodies and its agencies (including Government Agencies), and to whomsoever Future Systems determines in good faith has a legitimate need to know.

Future Systems will be entitled to terminate this Agreement (without payment of compensation to The Customer) immediately on written notice to The Customer, if The Customer fails to perform its obligations in accordance with the terms of this clause 12. Future Systems will not be responsible or liable for any loss or damages whatsoever arising from or in connection with this clause 12, whether sustained by The Customer or any other party.

Insurance

The Customer must take out and maintain at all times, with reputable insurers, valid and enforceable insurance policies in respect of the following:

product and public liability insurance, for an amount not less than $10 million per incident or event;

all necessary statutory workers compensation insurance; and

such other risks that a reasonable, prudent person carrying on the business of The Customer would be likely to insure against.

Termination

Future Systems may terminate this Agreement with immediate effect by written notice to The Customer if:

The Customer is the subject of an Insolvency Event; or

at the time of termination, a Force Majeure Event has persisted for greater than 40 Business Days.

The Customer may terminate this Agreement with immediate effect by written notice to Future Systems if Future Systems breaches any material term of this Agreement, which is capable of remedy, and fails to remedy the breach within 30 Business Days after receiving a notice requiring it to do so.

Without limiting Future System's other rights under this Agreement, Future Systems may terminate this Agreement with immediate effect by written notice to The Customer if:

The Customer breaches any term of this Agreement, which is capable of remedy, and fails to remedy the breach within 30 Business Days after receiving a notice requiring it to do so;

The Customer breaches any term of this Agreement and such breach is not capable of remedy; or;

The Customer repeatedly breaches any term of this Agreement and, within 30 Business Days after receiving a notice requiring it to do so, fails to satisfy Future Systems that a breach of that term will not recur.

Termination of this Agreement will not affect any accrued rights or remedies a party may have as at the date of termination, unless explicitly stated otherwise in this Agreement.